You are here

Village Invest, Inc. Terms of Use Agreement

Welcome to Village Invest, Inc., a Washington D.C. Nonprofit Corporation (together with its affiliates, officers, directors, agents, employees, representatives, partners and their respective affiliates, collectively, "Village Invest"). This Terms of Use ("Agreement") is a contract between you ("you") and Village Invest and governs your access and use of the www.villageinvest.com Online Platform and all other Online Platforms owned and operated by Village Invest that have this Agreement posted (collectively, the "Online Platform"), including, but not limited to, all transactions conducted on the Online Platform and all Village Invest services provided in connection with the Online Platform. By accessing or using the Online Platform, you signify that you have read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy), and you agree to be bound by this Agreement, whether or not you participate in Village Invest's lending program or related programs, services or activities (collectively, the "Program") or otherwise access or use the Online Platform (in each such capacity, a "User"). If you do not agree with all of the terms and conditions in this Agreement, please do not participate in the Program or access or use the Online Platform.

This Agreement supersedes any previous agreement to which you and Village Invest may have been bound (provided that if you are a Borrower, Trustee, Local Community Organization Partner, Community Organization Federation Partner or Lender who has a separate written agreement with Village Invest, the terms of that separate agreement will control with respect to any provision that conflicts with this Agreement). This Agreement may be modified by Village Invest in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by Village Invest on the Online Platform (as indicated by the posted update date).Your participation in the Program and use of the Online Platform will be subject to any such modifications. You should review the Online Platform and this Agreement from time to time for any modifications. If you do not agree with any such modifications, please immediately terminate your registered Village Invest account, if any, as outlined in Section 8 below, and please immediately stop participating in the Program and accessing and using the Online Platform.

This Agreement is divided into the following sections:

Eligibility

Participation in the Program

Additional Online Platform Features

Acceptable Use

Proprietary Rights

Complaints

Disclaimers; Limitations of Liability

Governing Law; Resolution of Disputes; Arbitration and Waivers

Indemnity

Termination

Entire Agreement; Severability; Assignment

Eligibility

This Online Platform (http://www.villageinvest.com) is intended solely for Users, each of who are a natural person and are eighteen (18) years of age or older. Any registration by, use of or access to the Online Platform by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Village Invest’s Platform or Online Platform, you represent and warrant that you are a natural person and you are 18 or older and that you agree to and will abide by all of the terms and conditions of these Terms of Use. If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, Village Invest may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing their Online Platform or Website (or any portion, aspect or feature of the Online Platform or Website), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under the age of 18.

Participation in the Program

Village Invest manages the Online Platform, which matches you and other persons (each, a "Lender" and, collectively, "Lenders") with borrowers and social enterprises in various countries in need of affordable capital (each, a "Borrower" and, collectively, "Borrowers"). In most instances, these Borrowers are considered "high risk" by traditional lenders for a variety of factors, including, but not limited to, the Borrowers' lack of credit history, the use of the loan proceeds for entrepreneurial endeavors including investments to state new businesses, and the geographic location in isolated, marginal areas of emerging economies, with both the risk of financial instability and foreign exchange rate fluctuations, among others.

You may participate in the Program as a Lender by creating an online account on the Online Platform registered to your email address. All transactions between Lenders and Borrowers must be conducted through a Village Invest account. The amount of funds you have available in your Village Invest account that you have deposited and is freely available to be lent is referred to as your "Village Invest Funds." If you make a Loan (as defined in the next sentence) through the Online Platform, you are instructing Village Invest to apply your Village Invest Funds to fund the specific Loan you have designated on the Online Platform. All Village Invest Funds in your Village Invest account must be lent and repaid to your account before you can withdraw it, and you must use our payment processor 2CO, or bank direct debit transfers to withdraw funds from Village Invest. By participating in the Program or otherwise accessing or using the Online Platform, you hereby acknowledge and agree that (a) Village Invest makes no representation, warranty, covenant or guarantee that any funds you lend to a Borrower via the Online Platform will be repaid in whole or in part, (b) loans and other similar transactions made via the Online Platform (each, a "Loan") are unsecured and bear an increased risk of non-repayment and (c) given your financial situation and objectives, you will lend only those amounts on the Online Platform that you can afford to lose. Loans made via the Online Platform are philanthropic in nature with no offered rate of return and, as such, are not intended as, and cannot be considered as, an investment in a financial instrument or security. Loans made via the Online Platform are not cancellable or refundable by the User.

Village Invest will hold amounts due and payable to Lenders, Community Finance Organizations and Borrowers (including Village Invest Funds) separate from Village Invest’s general funds, in an escrow account established to hold funds for the benefit of Users with funds in the Village Invest system (“User Funds Account”). Village Invest will not use such amounts for Village Invest’s general operating expenses; however, Village Invest reserves the right to retain (a) interest on funds while such funds are held in a User Funds Account; and (b) any foreign exchange gains collected in connection with Loan repayments, and to use such interest and gains in support of Village Invest’s general operating expenses.

Types of Loans on the Online Platform.

Community Organization Loans (“Village Loans”). The majority of Loans on the Online Platform are administered and managed by local community finance organizations, owned by their members, and operating in undeserved, low income communities in isolated and marginal areas of emerging economies. These community finance organizations generally have a stated mission to reduce poverty among their members by providing affordable working capital or services to them (“Village Loans”). When a Village Loan is fully funded, Village Invest sends Lender funds to the Community Finance Organization administering the Loan, and receives Borrower repayments via the Community Organization and/or their Federations as the Loan is repaid.

Specific Loans. Certain other loans on the Online Platform, which are still administered by Community Finance Organizations, are dedicated to a specific purpose or class of individuals (“Specific Loans”). Because Specific Loans are dedicated to a specific purpose or class of individuals, the Community Finance Organization will only have discretion to administer the loan to Borrowers’ who meet the parameter requirements of the Specific loan. Specific Loans are repaid by the same process as Village Loans.

Loan Disbursement.

Community Organization (“Village”) Loan Disbursement. Lenders select which Community Organization (“Village”) to support with their loans. Community Organization Loans are not made directly to the Borrower, but are instead administered by each Community Finance Organization. Loan requests are posted in cooperation with such Community Finance Organizations and are, before being listed on Village Invest, converted to US Dollar amounts as necessary and then rounded up to the nearest US Dollar increment of 25, to help streamline the Loan transaction process. Funds loaned by you, the Lender, will be delivered to Community Finance Organizations for ultimate disbursement to the Borrower(s), through the local Community Finance Organization you have selected (unless you select Village Invest to select a suitable Community Finance Organization on your behalf). Village Invest aggregates funds from multiple Lenders via the Online Platform and delivers 100% of these funds on a net billing basis to the Community Finance Organization(s) for disbursement to the Borrowers selected by Lenders for funding on the Online Platform. Please note that many Community Finance Organizations require mandatory savings as part of their transaction process to serve as collateral, which savings may help ensure that Borrowers are able to accumulate cash and represent a good risk.

The process of disbursement to a Borrower in a particular country, however, may vary from the standard disbursement structure just described. Currency and other national or local regulations may require a different funding structure in some countries. In such cases, instead of Loan funds being forwarded directly to the corresponding Community Finance Organization, Village Invest may, for example, have to transact with other intermediaries (though we actively try to avoid such situations) to structure a different indirect funding process that enables a Borrower to ultimately be supported by a Village Loan from you.

Community Finance Organizations are solely responsible for screening and selecting each Borrower (including, without limitation, posting requests for Village Loans on the Online Platform) and making all Village Loan disbursements, and Village Invest expressly disclaims any responsibility to screen or select any Borrower or any Community Finance Organization, whether local-level or federation-level, or monitor the disbursement of Loan proceeds from the Community Finance Organization(s) to the Borrower(s). Village Invest and its affiliates and intermediaries shall have no liability whatsoever with respect to such screening or selection of Borrowers or Community Finance Organizations and the disbursement of Loan proceeds from the Community Finance Organization(s) to the Borrower(s), and you shall hold Village Invest and its Community Finance Organizations harmless from any and all liabilities with respect to, or resulting from such screenings, selections and disbursements. Village Invest selects Community Finance Organizations based on uniquely developed proprietary Rating System known as the (VIRTOOL), which is in the process of being patented, and which aims at selecting the best performing Community Organizations based on a number of criteria that rate their financial, social and institutional maturity.

Specific Loan Disbursement. Specific Loans are made only for a specific purpose or to a specific class of Borrowers, while still being administered by Community Finance Organizations. Specific Loan requests are submitted by Borrowers and approved by Village Invest before they are posted to the Online Platform. Lenders have the option to also select specific borrowers to which to lend. Their loans will be administered in the same way as Village Loans, but will be tied to specific individuals or classes of individuals. Funds loaned by you, the Lender, will be transferred directly to the account of the Community Finance Organization of the Borrower you have chosen to support. Village Invest aggregates funds from multiple Lenders via the Online Platform and delivers 100% of these funds to the Community Finance Organization. Village Invest expressly disclaims any responsibility to screen Community Finance Organizations, Trustees or Borrowers or monitor Borrowers’ use of Village Invest funds. Village Invest and the Trustees shall have no liability whatsoever with respect to such screening or selection of Community Finance Organizations and/or Borrowers, and you shall hold Village Invest and the Trustees harmless from any and all liabilities with respect to, or resulting from such screening and selection of Community Finance Organizations and/or Borrowers.

Loan Collection and Repayment. Village Loans are repaid, by Individual Borrowers, to their own local Community Finance Organization. In India, for regulatory reasons, the local Community Finance Organizations then repay their own federation Community Finance Organization, who then transfers the funds to Village Invest. Generally, as a Borrower repays a Loan, the respective Community Finance Organization will post a record to the Online Platform of such repayments actually received by the Community Finance Organization and it is the responsibility and obligation of the applicable federation Community Finance Organization to pay over such collected Loan payments to Village Invest. Repayments may be made in periodic installments, depending on the terms of the applicable Loan. In some cases (for example, for Loans in India), repayments may only be provided at the end of a fixed term (for example, after 43 months), as a result of certain system and country regulatory constraints. In this case, only the interest repayments will be accredited into the Lenders’ Account, while the principal repayments will be re-lent to other Borrowers belonging to the same Community Finance Organization, until Loan maturity. This ensures that the maximum number of Borrowers benefit from your Loan, that your credit risk is diversified, and that your funds do not remain idle. Except as may be provided in Section 1.4 ("Principal Loss Scenarios"), Section 2.2 (“Dedicate a Loan Feature”), Section 2.3 ("Promotional Products”) below, any amounts actually received by Village Invest (whether directly from a Borrower, Local Community Organization Partner, or from a Community Organization Federation Partner as repayment by an applicable Borrower) will be distributed among the Lenders on a pro rata basis in accordance with the amounts loaned by such Lenders to such Borrower(s). These distributions may, in Village Invest's sole discretion, be made periodically or in one lump sum once 100% of all Loan proceeds, from a particular Loan, have been received by Village Invest.

Furthermore, please note that the timing of distributions to Lenders of any collected repayment may vary and may be materially impacted because of circumstances that, in Village Invest's judgment, require Village Invest to conduct further reviews with respect to the collected repayments (for example, to resolve issues regarding accuracy of repayment amounts and corresponding data, or for other issues). If, for any reason, a given federation Community Finance Organization is unable to collect Village Loan repayments directly from the Borrower(s), or the local Community Finance Organization, or if Village Invest, for any reason, is unable to collect Loan repayments directly from a federation Community Finance Organization, local Community Finance Organization, or a Borrower, repayment of your Loan amounts could be at risk of partial or total delay or non-repayment and a loss of some or all of your principal could occur. You hereby acknowledge and agree that neither federation Community Finance Organizations, local Community Finance Organizations, nor Borrowers will have direct contractual obligation or liability to pay you any principal and that Village Invest is obligated to repay only such Loan principal to the extent actually received by Village Invest from a federation Community Finance Organization, local Community Finance Organization, or a Borrower (subject to the conditions noted above).

None of Village Invest, its federation Community Finance Organizations, local Community Finance Organizations, or any Borrower will have any obligation to pay interest on the Loan or other fees or amounts (other than as expressly set forth above) to you or any other Lender in connection with any Loan you make. Although Village Invest charges interest on most Loans posted on the Online Platform, and Community Finance Organizations charge interest and fees to Borrowers to cover their operation expenses, neither the Borrowers, nor the Community Finance Organizations, nor Village Invest shall be held liable, or in any way accountable, for delays or missed interest payments to Lender(s).

Principal Loss Scenarios. Village Invest will generally deem a Loan to be in default if Village Invest determines that collection of funds for such Loan is doubtful or the cumulative amount repaid as of a quarterly reconciliation is less than the amount expected as of six (6) months prior, although case by case differences may exist based on pending prospects for repayment of the Loan and depending on country context and related system and regulatory constraints. You understand and hereby consent (without any prior notice thereof) to any restructuring of the repayment plan for your Loan(s) and/or, in Village Invest's sole discretion, any extension of the length of the term of your Loan(s) in order to increase the chances that your Loan(s) will be repaid in whole or in part. In cases where a Loan is in default, and subject to the distribution timing provisions noted in Section 1.3 (Loan Collection and Repayment) above, each applicable Lender will have the option to recover a portion of whatever principal has been repaid up to that point.

For Village Loans made in local currencies other than the US Dollar, Lenders assume the risk and bear any principal losses resulting from currency exchange rate fluctuations, due to the appreciation of the US Dollar by over 10% relative to the local currency in which the Loan was made.

If for any reason less than 100% of your Loan is repaid, you agree that neither Village Invest nor its Community Finance Organization Partners, or Trustees shall have any liability therefore, and you hereby release and forever hold harmless Village Invest, its federation Community Finance Organizations, its local Community Finance Organizations, its Trustees and any "related Community Finance Organization Partner or Trustee entity" for any loss you may incur. You should consult with your accountant and/or tax advisors to determine the appropriate tax treatment of such a loss.

Insufficient Lender Funds. In the event that you make a Loan and your payment does not clear (e.g., an eCheck does not validly deliver to Village Invest the full amount of the intended Loan, or your payment provider reverses a payment originally intended for Village Invest), you agree that Village Invest may, in its sole discretion, (i) offset the amount of the insufficiently funded Loan against your Village Invest Funds or (ii) withdraw and cancel your insufficiently-funded Loan from your account as not paid in full.

Tax Deductibility. You understand that Village Invest is a non-profit charitable corporation. Village Invest has applied for, and anticipates receiving, exemption with the Internal Revenue Service as an organization that qualifies as a private charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Funds you donate to Village Invest’s operations are eligible for tax deductibility in the United States. You acknowledge, however, that making a Loan on the Online Platform does not constitute a charitable donation, and therefore you are not eligible to receive a tax deduction for any funds lent to a Borrower through the Online Platform. You also understand that you are solely responsible for determining the proper tax treatment for any Loan you make through the Online Platform and the Program. Village Invest has not and will not provide any tax or legal advice to you in connection with any Loan you might make. This Agreement does not attempt to define the tax implications of participating in the Program. If you participate in the Program, you should consult with your own accountants, tax advisors and legal advisors.

Loan Records. Records of each Loan you make (including this Agreement and any repayment history) are kept by Village Invest and, if you have a registered account with Village Invest and upon your written request, will be made available to you at any time throughout the term of the Loan. Your Village Invest Funds balance can also be accessed via your Village Invest account.

Withdrawal. All funds added into your Village Invest account must first be used to make a loans on Village Invest's Online Platform before being withdrawn. Once funds have been loaned out and repaid by the Community Organization Federation Partner, the owner of the funds may choose to withdraw that money. Village Invest is subject to the authority of the Internal Revenue Service and the D.C. attorney general and Office of Tax and Revenue. By virtue of its status as a District of Columbia organization, Village Invest is required to abide by anti-money laundering and anti-terrorism funding prevention regulations applicable to all U.S. persons. In order to ensure that Village Invest is in compliance with anti-money laundering and anti-terrorism funding prevention regulations applicable to all U.S. persons, Village Invest monitors all lender withdrawals before sending funds to monitor for unusual behavior. If we notice unusual behavior, we reserve the right to reach out to the requestor of a withdrawal to confirm that the User is in full compliance of Village Invest’s Withdrawal guidelines.

User Account Inactivity; Instructions for Auto-Donation of Funds to Village Invest or Auto-Withdrawal Return of Funds to User; Potential Escheatment of Funds. Village Invest welcomes its Users' active participation in the Village Invest Program. However, there may be occasions when a User becomes "inactive" for an extended period of time – i.e., a User does not log in to his or her Village Invest account (or otherwise indicate to Village Invest a desire to keep the account active – for example, through a phone or email communication with Village Invest or by taking advantage of embedded response features, such as a click-response button in an email or other electronic communication from Village Invest) or there are no credits/withdrawals made to such User's account. Therefore, Village Invest has implemented a Online Platform feature pursuant to which you may instruct Village Invest in advance as to how you wish any remaining balances in your account to be handled in the event your account were to become inactive for a period of 24 or more consecutive months – namely, whether in such a case of User inactivity, you (i) wish to automatically donate remaining funds in your account to Village Invest's general operating expenses to further Village Invest's philanthropic mission or (ii) wish for Village Invest to return remaining funds in your account to you via Village Invest's standard account withdrawal process. In addition, in such cases of User inactivity, Village Invest may elect to automatically terminate the inactive User account.

Therefore, Village Invest has implemented an Online Platform feature pursuant to which you will, upon registration on the Online Platform automatically be opted-in to instructing Village Invest to auto-convert any remaining account balances as a donation to Village Invest's general operating expenses to further Village Invest's philanthropic mission if your account becomes inactive for a period of 24 or more consecutive months. Please note that you are free to change this pre-set option in your discretion and at any time in advance (although you understand any funds that have been auto-donated based on the then-existing preference setting shall not be revocable once the auto-donation has taken place).

In the event that your account shows no activity for an extended period of time and (i) you have not indicated an instruction to Village Invest through an inactivity preference selection described above or (ii) your instructions to have remaining balances returned to you cannot be successfully completed, whether due to invalid/incomplete information, your failure to claim the funds after thirty (30) calendar days have passed from the day Village Invest has forwarded the funds to you, a return of funds back to Village Invest as unclaimed after Village Invest has attempted to forward your funds to you, or for any other reason internal or external to Village Invest, then Village Invest may determine it is appropriate to forward (i.e., escheat) the balance remaining in your inactive Village Invest account to the state government of your state of residency. In such a case, Village Invest will determine your residency based on the state listed in your mailing address information that may have previously been made available to us. If your address is unknown or is outside of the USA, Village Invest may then find it is appropriate to forward (escheat) your funds to the District of Columbia. If your funds are escheated to a state authority, you would have to contact the relevant state's unclaimed property administrator to reclaim such funds.

Additional Online Platform Features

Auto-lending. Without in any way limiting any provisions of Section 1 of this Agreement, Village Invest may implement Online Platform features pursuant to which a Lender may – in lieu of manually accessing his or her registered account to specify a Loan or Loans to make – establish account settings to automatically make Loans based on the Lender’s prior instructions (regarding their Borrower preferences) and without further direct input from the Lender, based on Lender-selected preferences, the amount of Village Invest Funds available in the Lender's account, and other business factors, such as the availability of Loans on the Online Platform and other parameters as may be determined by Village Invest in its sole discretion. To the extent a Lender chooses to activate the auto-lending feature on the Lender's registered account (whether by manually changing settings by logging into a Lender’s account, activating auto-lending via more automated tools that Village Invest may offer from time to time such as via email or other electronic communications, or by otherwise contacting Village Invest), and depending on the particular preferences selected by the Lender, any and all available Village Invest Funds at any time in such Lender's account (including, but not limited to, repayments on previously made Loans or new Village Invest Funds otherwise deposited into the Lender's account) may be subject to being automatically deployed under the auto-lending program. You understand and acknowledge, however, that a Lender's activation of the auto-lending choice on such Lender's account does not necessarily guarantee that Loans will be successfully made. Variables such as a Lender's particular set of auto-lending preferences, or the general availability of Loans not already funded through manual selection by other Village Invest Lenders, or other feature parameters as established by Village Invest in its sole discretion, may impact the chances of an automatic Loan being made. You further acknowledge and agree that any Loans transacted under the auto-lending feature are in all respects Loans voluntarily made by you as the Lender, based on your instructions as reflected in your preference settings simply executed by the Village Invest system and subject to overall availability of Loans and other feature parameters, and are under no circumstances to be considered to be Loans chosen by Village Invest on such Lender's behalf. Furthermore, in no event will a Loan made pursuant to the auto-lending feature, by a Lender who has chosen to activate the auto-lending feature, be cancellable or refundable by the Lender. You agree that Village Invest, its Community Organization Federation Partners, and its Local Community Organization Partners shall have no liability if for any reason less than 100% of a Loan made pursuant to auto-lending is repaid, and you hereby release and forever hold harmless Village Invest, its Community Organization Federation Partners, and its Local Community Organization Partners for any loss you may incur from an auto-lending Loan. Village Invest may modify or terminate the auto-lending functionality at any time or from time to time.

Promotional Products. Village Invest may offer certain promotions and promotional products to Users. Any specific terms posted by Village Invest with respect to such promotions and promotional products, as well as this Agreement, shall apply to all Users’ participation in the promotion and use of promotional products.

Donor Advised Fund. Village Invest may choose to operate one or more donor advised funds (each such fund a “DAF”) in furtherance of the organization’s charitable mission. From time to time, Users may become eligible to participate on the Village Invest platform – such as via Promotions as described above – by exercising advisory privileges over certain funds donated to a Village Invest DAF (“DAF Funds”). In such cases, a User understands and agrees that (i) the recommendation made by selecting a Loan to be supported with DAF Funds (whether via Promotions or other features that Village Invest may offer from time to time) is advisory in nature only and that final discretion in the deployment of any DAF Funds ultimately rests with Village Invest by law and (ii) such a User shall not exercise advisory privileges to satisfy a personal pledge or obligation or in a manner which results in any impermissible private benefit to the User, the funding donor of the applicable DAF Funds, or any of such funder’s affiliates. Certain Borrowers that are otherwise available to fund on the Online Platform may not be eligible to receive DAF Funds.

Village Invest Resources; Independent Village Invest Events. Village Invest does not review, approve, endorse, advise, or provide organizational oversight of Village Invest-themed clubs and/or events established or held by persons who are not Village Invest employees or formal volunteers. For example, educators and students might form independent school Village Invest clubs or hold Village Invest-themed lessons, and Users might host Village Invest-themed events in their communities. Although Village Invest does not provide direct oversight or guidance to Village Invest-themed clubs, groups, and/or events, you agree to uphold Village Invest’s values at all meetings and events, and in any promotion of your club, group or event. This means that you will promote an environment where all group members and/or event attendees are treated with respect, and are not discriminated against based on factors such as race, ethnicity, religion, gender or gender identity, sexual orientation, age, national origin, disability, or socioeconomic status. XXX You agree and understand that all Resources are provided on an “AS IS” and “WITH ALL FAULTS” basis, without warranties or representations of any kind, either express or implied. Your use of the Resources is at your sole risk, and Village Invest expressly disclaims all liability arising from or relating to the Resources. While Village Invest strives to provide useful and accurate information, Village Invest does not warrant that the information offered in the Resources is free of errors or opinion biases. You further understand and acknowledge that you may be exposed to content that may be deemed offensive or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Village Invest with respect to the Resources.

YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ANY AND ALL INJURIES OR DAMAGES YOU MAY SUSTAIN OR THAT MAY BE SUSTAINED BY OTHERS IN CONNECTION WITH YOUR USE OF THE RESOURCES AND/OR YOUR VILLAGE INVEST-THEMED MEETINGS OR EVENTS. YOU HEREBY RELEASE AND FOREVER HOLD HARMLESS VILLAGE INVEST FROM AND AGAINST ANY LIABILITY ARISING FROM SUCH INJURIES AND/OR DAMAGES.

Acceptable Use

Appropriate Conduct. You may access and use the Online Platform for your personal, non-commercial use in connection with the Program (provided that Borrowers may promote their businesses on their Loan profile pages). The Online Platform may not be accessed or used by you in connection with any other endeavors – commercial or otherwise – except as previously approved in writing by an authorized representative of Village Invest. Your access and use of the Online Platform and participation in the Program shall be in strict compliance with this Agreement, including, without limitation, Village Invest's Privacy Policy, all other procedures and guidelines set forth on the Online Platform and as part of the Program, as well as applicable law. Only authorized Community Organization Federation Partners, Local Community Organization Partners and authorized Borrowers may seek Loans on the Online Platform or otherwise through the Program (provided that you may apply to become an authorized Borrower through Village Invest’s formal application process). Village Invest has the right to investigate and take appropriate legal action (including, without limitation, civil, criminal and injunctive redress) against any illegal and/or unauthorized uses of the Online Platform or exploitations of the Program, including collecting or harvesting (whether or not by automated scripts) the name, email address or any other personal or confidential information of any User, Community Organization Federation Partner, Local Community Organization Partner, Borrower or any other person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Online Platform.

You may not use the Online Platform in any manner that could damage, disable, overburden or impair the Online Platform or software, systems or equipment of Village Invest or any User, Community Organization Federation Partner, Local Community Organization Partner, or other person. You may not use the Online Platform in any manner that, in Village Invest’s sole discretion, creates a poor user experience for any other User, such as by posting content specifically designed to attract a negative reaction from an individual or group, or by “keyword stuffing” lending team pages (loading a page description with keywords in an attempt to manipulate the page’s ranking in search results). Although Village Invest assumes no obligation to monitor the conduct of any User on or off the Online Platform or through the Program, it is a violation of this Agreement to use the Online Platform or Program, or any information obtained from the Online Platform or Program, in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in lender messages or creating or joining lending teams in bad faith), (ii) prevent or exclude others, who are using the Online Platform in compliance with this Agreement, from accessing, viewing or funding a particular Borrower profile, (iii) promote or enable illegal activities, (iv) defraud or deceive any person, (v) promote or solicit involvement in support of any political platform, legislation or campaign activity for or against political candidates, (vi) publically share information about a Borrower’s delinquency or default, (vii) access and use the Online Platform by scripts, bots or other automated technology, (viii) contact, advertise to, solicit, "spam," “junk mail”, “chain letters”, “pyramid scheme”, or sell to any User, Community Organization Federation Partner, Local Community Organization Partner, Trustee, Borrower or other person without their prior explicit consent (provided that Borrowers may promote their businesses to Users in a respectful way), (ix) frame the site, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages, (x) engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information, (xi) use this Site in any manner that violates applicable law or that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site, or (xii) post, upload, submit, transmit or otherwise share any content, including, but not limited to, written materials or images, that in Village Invest's opinion is obscene, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; is defamatory, libelous, or invades another person's privacy or proprietary rights; or contains viruses, time bombs, Trojan horses, cancelbots, worms or other harmful or disruptive codes, components or devices.

Village Invest reserves the right at all times (but will not have an obligation) to restrict, suspend or terminate the participation of any User or any lending team from the Online Platform and the Program at any time, with or without prior notice. In order to protect Users and other persons from advertising, solicitation or harassment, Village Invest reserves the right to remove or refuse to post or distribute any content from the Online Platform that violates acceptable use in Village Invest's sole discretion and restrict the number of emails or messages that a User may send to others through the Online Platform in any 24-hour or other period to a number that Village Invest deems appropriate, in Village Invest's sole and absolute discretion.

Safety and Security. To protect your own safety and well being, you agree to take prudent safeguards and precautions in your participation in the Program, including without limitation in your interaction with other Users, whether offline or online. Village Invest strongly recommends that you do not post any personal contact information (for example, personal email addresses, personal phone numbers or home addresses) and use your discretion if any person (a) requests to communicate outside of the Online Platform (for example, by email, phone or in-person), (b) requests money, goods or any similar type of assistance other than through an official Loan request on the Online Platform, (c) asks for assistance with personal transactions (for example, depositing funds and shipping merchandise), or (d) requests your personal contact information or financial information. You agree never to share (i) your credit card number or bank information, (ii) Social Security Number or government-issued identification numbers (for example, driver’s license number), or (iii) mother’s maiden name or other private information that can be used to access your financial information. As with any interaction, keep in mind that it is always possible for people to misrepresent themselves.

In consideration of your use of the Online Platform or participation in the Program, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Online Platform ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Village Invest, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree not to impersonate any person or entity. You will promptly report to Village Invest any violation of this Agreement by others of which you have become aware.

Cookie Policy. Cookies are small text files created by a website that store information on your computer, such as your preferences when visiting that website. Similar to many websites, if you have enabled cookies in your browser, Village Invest, independently and through enabled third party tools and programs, collects certain technical information using cookies, such as the path of users to the Online Platform, pages visited, originating IP address, browser type, browser language and the date and time of the user's visit. This information helps Village Invest track trends and improve areas of the Online Platform and Program, and are common analytics used by most websites. If you have disabled cookies, the Online Platform may not work as it is intended because Village Invest uses cookies when you sign in to keep track of your personal session. Web beacons are tiny graphics with a unique identifier that are similar in function to cookies but, instead of being stored on your computer, are embedded invisibly on web pages and are about the size of the period at the end of this sentence. Web beacons are used to track the online movements of internet users. Village Invest uses them to better understand User interaction and engagement with the Online Platform and Program (including without limitation, in electronic Communications), such as by learning whether certain users have accessed the Online Platform via links from other websites. Village Invest can use this information to tailor its audience for advertisements promoting Village Invest. You may set your browser preferences to opt out of the collection and use of this tracking information for ad targeting purposes. One way to set your preferences for what sites can or can't share tracking information with Village Invest (or with other websites) is by using a service such as the one available at www.aboutads.info/choices. Village Invest also uses cookies for remarketing, by placing a cookie in your browser to signal that you've visited the Online Platform. This gives us the option to show you ads for Village Invest when you visit other websites that host advertisements. Village Invest supports the Do Not Track preference available on most internet browsers. When you have enabled the Do Not Track setting on your browser, Village Invest's remarketing functionality will be disabled. The use of cookies by third parties on the Online Platform is for the purpose of making the Online Platform easier to use and to enable certain features of the Online Platform and is not covered by this Privacy Policy. We do not have control over these cookies.

Proprietary Rights

Rights in Content on the Online Platform. "Village Invest," the "Village Invest" logo and other Village Invest graphics, logos, designs, page headers, button icons, scripts, names and branding are trademarks, service marks or trade dress of Village Invest (collectively, "Village Invest Marks"). Village Invest Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Village Invest. Village Invest or its licensors own and retain all proprietary rights in the Program, the Online Platform and all content, material and information posted, uploaded, transmitted or otherwise shared by Village Invest thereon (collectively, "Content"). The Online Platform and Program contain the copyrighted material, trademarks and other proprietary information of Village Invest and its licensors. You may display and make limited copies of the Content (other than the Village Invest Marks) for your personal, non-commercial use in connection with your participation in the Program (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information without the express, prior written permission of Village Invest. In addition, to the extent you receive information from Village Invest, its Community Organization Federation Partners, Local Community Organization Partners, Trustees, or Borrowers with respect to any Borrower, and that information is later removed from the Online Platform (including, without limitation, due to the Loan delinquency or default of a particular Borrower or the sensitive nature of particular Borrower profiles), you may not further disclose or otherwise provide such information to another party in a way that allows a personal identification of such Borrower, if such Borrower (either directly or through the corresponding Community Organization Federation Partner, Local Community Organization Partner, Trustee, or Village Invest) has opted to have his or her identity withheld on the Online Platform.

If you post, upload, submit, transmit or otherwise share any messages or other content, information, images, photographs, pictures or other materials on the Online Platform or to Village Invest in connection with or arising from your participation in the Program, including without limitation any feedback provided to Village Invest (collectively, "User Generated Content"), you agree to grant, and hereby grant to Village Invest an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute the User Generated Content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, the User Generated Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license. In addition, you agree to release, discharge and agree to hold harmless Village Invest from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of the User Generated Content, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy or proprietary rights.

You acknowledge, consent and agree that Village Invest may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and User Generated Content in order to: (i) comply with any applicable law, regulation, legal process, or governmental request; (ii) respond to claims that any Content violates the rights of third parties, including without limitation intellectual property rights; (iii) enforce this Agreement and investigate potential violations thereof; (iv) detect, prevent, or otherwise address fraud, security, or technical issues; (v) respond to your requests for customer service; or (vi) protect the rights, property, or personal safety of Village Invest, its users, or the public. Please see the Privacy Policy for more information regarding the use and disclosure of your information as part of the Program.

Notices of Infringement. To file a notice of infringing material on the Online Platform, please provide a notification containing the following details:

Reasonably sufficient details to enable Village Invest to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);

Reasonably sufficient details to enable Village Invest to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);

A statement that you have a good faith belief that the use of the material identified by you is not authorized by the copyright owner, its agent, or the law;

A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and

If material that you have posted to the Online Platform has been taken down, you may file a counter-notification that contains the following details:

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;

Your name, address and telephone number;

A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Village Invest is located and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as generally described above; and

Your physical or electronic signature.

Then send this notice to Village Invest's DMCA Agent based on the contact information provided above in this Section.

Repeat Infringer. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, the memberships of members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Content and Sites. The Online Platform contains (or you may be sent through the Online Platform) links to other web sites ("Third Party Sites"), as well as content, information, images, photographs, pictures and materials (including, without limitation, text, graphics, designs, music, sound, video, information and software) belonging to or originating from third parties ("Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Village Invest, and Village Invest is not responsible for any Third Party Sites accessed through the Online Platform or any Third Party Content posted, uploaded, transmitted or otherwise shared on the Online Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Village Invest. If you decide to leave the Online Platform and access a Third Party Site, you do so at your own risk and you should be aware that Village Invest’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Online Platform.

Complaints

If you want to make a complaint about your Community Organization Loan or Village Invest, Inc. you can email info@villageinvest.com with brief details of your complaint and your account reference. Village Invest will acknowledge your complaint within one business day. Village Invest will then investigate and send you an initial response. This should take no longer than five business days. If you are not satisfied by Village Invest’s response, you may contact the Client Services Manager who will respond by email within a further five business days. If you are not satisfied with the response from the Client Services Manager you can email barbara@villageinvest.com, enclosing responses already given to you. Your email will then be referred to the Chief Executive Officer, who will respond within a final five business days.

Within four weeks after receiving a complaint, we will send you either a final response or a response that explains why we are not in a position to resolve the complaint and/or indicates when we will make further contact. Complaints that cannot be settled within eight weeks of the date of complaint may ultimately be referred to the Financial Ombudsman Service. You also have the right to make a complaint directly to the Financial Ombudsman Service.

Disclaimers; Limitation of Liability

Village Invest is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Online Platform or any liability, cost or expense you may incur in connection with the Online Platform or Program, whether caused by any User, Community Organization Federation Partner, Local Community Organization Partner, Trustee, Borrower or other person or by any of the equipment or programming associated with or utilized in the Program. You also acknowledge and agree that none of the Community Organization Federation Partners, Local Community Organization Partners, Trustees, nor Borrowers are liable for content created and posted on the Online Platform, and neither Community Organization Federation Partners, Local Community Organization Partners, nor Trustees guarantee repayment by any Borrower. Village Invest is not responsible for the conduct, whether online or offline, of any User of the Online Platform or any other person. With respect to the Online Platform and Program, Village Invest assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.

Village Invest is not responsible for your interactions with any Community Organization Federation Partners, Local Community Organization Partners, Trustees, any other User or any Borrower (even to the extent prohibited by this Agreement) and any disputes or damages that may result from such interactions. Village Invest reserves the right, but has no obligation, to monitor disputes between you and such persons.

Under no circumstances will Village Invest be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from any use of the Online Platform or participation in the Program, including without limitation any content posted, uploaded, submitted, transmitted or otherwise shared on the Online Platform or any interactions between any Users of the Online Platform or Program, whether online or offline. Village Invest does not represent, warrant, covenant, guarantee or promise any specific results from use of the Online Platform or the Program.

THE ONLINE PLATFORM AND PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR INFORMATION CONTAINED WITHIN IT (INCLUDING THIRD PARTY DATA PROVIDED TO VILLAGE INVEST) OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE ONLINE PLATFORM AND PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO ALL OF THE RISKS ASSOCIATED WITH ANY ONLINE AND OFFLINE INTERACTIONS WITH ANY PERSON. XXX Village Invest will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Village Invest or "force majeure" or any other cause beyond the control of Village Invest.

You understand that any and all decisions made by you with respect to the Online Platform and Program are yours alone. Village Invest cannot and does not verify the accuracy of information from Community Organization Federation Partners, Local Community Organization Partners, Trustees, other Users, or Borrowers. Village Invest shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Program; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Loan to a Borrower or as a result (directly or indirectly) of utilizing the Program or information received in connection with the Program. You acknowledge and agree that Village Invest is not acting as your fiduciary, and Village Invest assumes no advisory or fiduciary responsibility with respect to you in connection with the Online Platform or your participation in the Program (including without limitation, regarding your funding of Loans). Village Invest is not responsible for any related telecommunication charges, digital television subscriptions, or other charges for the time a User spends accessing Village Invest’s Platform via the internet or any wireless, television or relevant network. In addition, in no event will Village Invest be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Online Platform or participation in the Program, even if Village Invest has been advised of the possibility of such damages, costs, losses or expenses.

Governing Law; Resolution of Disputes; Arbitration and Waivers

This Agreement is governed by the laws of the District of Columbia, USA, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and Village Invest, including, without limitation, any dispute arising from or relating to the Online Platform or the Program, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the American Arbitration Association in Washington, D.C. if the amount claimed is greater than $100 and otherwise over the telephone or in another city in which Village Invest is located. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and Village Invest. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Washington, D.C. statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or Village Invest may seek any injunctive relief in a state or federal court in Washingto, D.C., as may be necessary to preserve rights pending the completion of arbitration and Village Invest may seek any injunctive relief in a state or federal court in Washington, D.C., or another court of competent jurisdiction, at any time against any violations of Section 3 (Acceptable Use) or Section 4 (Proprietary Rights) of this Agreement.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND VILLAGE INVEST HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.

You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.

Indemnity

You agree to indemnify and hold Village Invest harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Online Platform or participation in the Program or arising from your breach of this Agreement.

Termination

This Agreement will remain in full force and effect while you access or use the Online Platform or participate in the Program as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Program and registered account is terminated. From time to time, Village Invest may make features available to Users as part of the Program. Village Invest reserves the right, in its sole discretion, to include or cease providing these features at any time. Whether or not you are and remain eligible to participate in the Program, use the Online Platform, or take advantage of any Village Invest services, may be determined by Village Invest in its sole and absolute discretion. You may terminate your participation in the Program and registered account at any time and for any reason by sending a written notice of termination to Village Invest along with instructions for the disposition of your then-available Village Invest Funds and any additional funds that you may receive in the future (e.g., based on repayments of then-outstanding and active Loans), such notice to be effective within thirty (30) days of receipt by Village Invest. Village Invest may also terminate your participation in the Program and registered account at any time and for any reason, effective upon transmission of notice to you at the email address you provide to Village Invest. Upon such a Village Invest-initiated termination, your available Village Invest Funds shall be returned to you within ninety (90) days of account termination and any Village Invest Funds you may receive in the future shall also be returned to you in due course. If your participation in the Program and registered account is terminated by Village Invest, you agree not to access or use the Online Platform or participate in the Program. If you violate this Agreement or if your participation in the Program or registered account is terminated, Village Invest has the right to delete your profile and remove your User Generated Content.

Entire Agreement; Severability; Assignment

This Agreement, accepted upon your access and use of the Online Platform or participation in the Program and further affirmed by becoming a User, contains the entire agreement between you and Village Invest regarding the use of the Online Platform or the Program. Notwithstanding the foregoing, the following applies to Borrowers, Trustees, Community Organization Federation Partners, and Local Community Organization Partners: in the event of any irreconcilable conflict between your separate written Borrower, Trustee, Community Organization Federation Partner, or Local Community Organization Partner agreement with Village Invest (as applicable) and this Terms of Use Agreement, the provisions of your Borrower, Trustee, Community Organization Federation Partner or Local Community Organization Partner agreement (as applicable shall govern with respect to such conflict. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns. Village Invest has the right to delegate, assign and otherwise transfer any or all of its rights and duties under this Agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. Any decision by a party not to exercise its rights under this Agreement at any time will not prevent that party from doing so later. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Please contact us at info@villageinvest.com with any questions regarding this Agreement, or to request a written copy of this Agreement.

Village Invest is a 501(c)3 U.S. nonprofit (pending merger with Srijan U.S.A.) founded in 2016, and based in Washington, D.C. Lending through Village Invest involves risk of principal loss. Village Invest does not guarantee repayment or offer a financial return on your loan.